UpHealth Holdings Takes Steps to Enforce the International Court of Arbitration’s Final Award to UpHealth Holdings of more than $110 Million in Damages in Breach of Contract Lawsuit Involving the 2020 Purchase by UpHealth of Glocal Healthcare Systems

DELRAY BEACH, Fla., April 01, 2024 (GLOBE NEWSWIRE) -- UpHealth, Inc. (“UpHealth”) (OTC: UPHL), a leading provider of a full continuum of behavioral health solutions through the utilization of evidence-based treatments and services, today provided an update on the efforts of UpHealth Holdings, Inc. (“Holdings”), a wholly-owned direct subsidiary of UpHealth, to enforce the International Court of Arbitration of the International Chamber of Commerce (the “ICA”)’s Final Award to Holdings and against Glocal Healthcare Systems (“Glocal”) and several of Glocal’s officers and shareholders (together with Glocal, the “Respondents”).

Holdings, pursuant to a Share Purchase Agreement dated October 30, 2020, acquired a supermajority of the shares of Glocal in a series of transactions from November 20, 2020 to August 27, 2021 and, as the Tribunal noted, “it is incontrovertible that [Holdings] holds 94.81% of the shares in Glocal”. In particular, the Tribunal found that the Respondents “failed to give [Holdings] control of [Glocal]” after the closing of the acquisition, despite the payment in full of the acquisition consideration, and noted that the Calcutta High Court also agreed that Holdings has invested approximately Rs 2100 crores in Glocal.

Holdings acquired Glocal in order to provide it with the capital and advanced technology required to increase the number of comprehensive primary care and specialty consultations provided to vulnerable populations in India’s rural and dense urban centers through Glocal’s hospitals and onsite digital dispensaries and clinics. In addition to investing millions of U.S. dollars in working capital to fund Glocal’s growth, UpHealth also commissioned a strategic study by McKinsey & Co. and hired local Indian executives with extensive multinational experience to enable even more patients across India to receive high quality, affordable healthcare services.

In the Final Award transmitted on March 18, 2024, the arbitral tribunal (“Tribunal”) found the Respondents liable for breach of contract and directed them to pay Holdings up to $110.2 million in damages, as well as most of the legal costs and other expenses that Holdings incurred in the arbitration. The $110.2 million damages are apportioned based on the shareholders percentage of each of the Indian directors and shareholders of Glocal: 34.38% to be paid by Dr. Syed Sabahat Azim, 34.38% by Richa Sana Azim, 4.69% by Mr. Gautam Chowdhury, 22.54% by Mr. Meleveetil Damodaran, and 4.02% by Kimberlite Social India Private Limited.